General Description of Advisory Firm.
Engineers Gate Manager LP. Engineers Gate Manager LP (the "Investment Adviser", "we" and "us") is a Delaware limited partnership that was formed in 2013. We have offices located in New York, NY; Stamford, Connecticut; Lexington, Massachusetts; Evanston, Illinois; and Albuquerque, New Mexico. Our general partner, Engineers Gate GP LLC, is a Delaware limited liability company (the "Investment Adviser General Partner"). Greg Eisner, indirectly through a wholly owned subsidiary, and Stephen Owen indirectly through a wholly owned subsidiary, together own a majority interest in the Investment Advisor General Partner. The Investment Adviser General Partner has ultimate responsibility for the management, operations, and investment decisions of the Investment Adviser. EGMF GP LP. Our registration on Form ADV also covers EGMF GP LP (the "Fund General Partner"), a limited partnership organized under the laws of the state of Delaware. The Fund General Partner is an affiliate of the Investment Adviser and serves as the general partner of Funds (as defined below) that are U.S. partnerships or Cayman Islands exempted limited partnerships. The Fund General Partner's facilities and personnel are provided by the Investment Adviser. EG Manager UK LLP. Our registration on Form ADV also covers EG Manager UK LLP (the "U.K. Sub-Adviser"), a subsidiary of the Investment Adviser. The U.K. Sub-Adviser maintains an office in London, England and assists the Investment Adviser in the management of a portion of the assets of the Funds (as described below), subject to the direction of, and the policies established by, the Investment Adviser. In addition to its interests in the Master Fund, EGMF Offshore Ltd. holds the class B share of EG Private Limited (the “U.K. Ltd.”), the parent company of the U.K. Sub-Adviser, which was acquired at no cost and is held by EGMF Offshore Ltd. for regulatory reasons. Such class B share has no economic rights and affords the board of directors of EGMF Offshore Ltd. the right to appoint the director(s) of the U.K. Ltd. For the avoidance of doubt, EGMF Domestic LP invests all of its investable assets in the Master Fund (as defined below) and has no interest in the U.K. Ltd.
Description of Advisory Services.
This Brochure generally includes information about us and our relationships with our clients. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. Advisory Services. We serve as the investment adviser, with discretionary trading authority, to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a "Fund" and collectively, the "Funds"). In addition, we have engaged the Third-Party Sub-Adviser to provide advisory services to a portion of the Funds’ assets. The Funds currently include: ● EGMF Domestic LP, a Delaware limited partnership; ● EGMF Offshore Ltd., a Cayman Islands exempted company; and ● EGMF Master LP, a Cayman Islands exempted limited partnership (the "Master Fund"), which serves as the master fund into which EGMF Domestic LP and EGMF Offshore Ltd. each invest all (or, in the case of EGMF Offshore Ltd, substantially all) of their investable assets pursuant to a "master feeder" structure.

As used herein, the term "client" generally refers to each Fund. Each of EGMF Domestic LP and EGMF Offshore Ltd. is referred to herein as a "Feeder Fund" and collectively as the "Feeder Funds." This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be "accredited investors" as defined in Regulation D, "qualified purchasers" as defined in the Investment Company Act, or non-"U.S. Persons" as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. Investment Strategies and Types of Investments. The investment objective of the Master Fund is to generate attractive absolute and risk-adjusted returns on invested capital over a multi-year period. We seek to achieve this objective through a research intensive, data-driven quantitative and systematic trading and investment program. Specifically, the Investment Adviser, either directly or by engaging third-party sub-advisers, develops and acquires statistical quantitative techniques and programs and applies them to a large body of data in an effort to isolate and identify potentially profitable trading and investment strategies. We (and any third-party sub-adviser) may, among other things, seek to identify positive or negative correlations between securities or other instruments, assets, or economic/financial conditions and to profit when prices or values related to those instruments, assets or conditions diverge. We may apply quantitative analysis to datasets in an attempt to identify patterns in historical data and predict the future prices or values of instruments or markets based on these patterns. These strategies may entail the use of proprietary computer software systems and technology in making and managing investments across a broad range of instruments, involving both long and short investment holdings. These opportunities can be extremely short-lived (which necessitates a trading system that can make decisions and effect executions quickly) or can exist for a somewhat longer period (which can allow for more of a focus on strategic timing). Trading and investment strategies may involve trading any asset, instrument or security including, without limitation, publicly traded equities, equity swaps, listed futures, equity options and options on futures, cleared swaps and other derivatives. While our quantitative analysis and implementation of various strategies may be managed by specific personnel within the organization (or by third-party sub-advisers) from time to time, the Investment Adviser will exercise either overall management and control of such strategies (to the extent managed by our personnel) or levels of oversight consistent with the Investment Adviser’s fiduciary duties and other relevant responsibilities (to the extent managed by third-party sub-advisers). The development of any trading strategy is reliant on the abilities of the Investment Adviser’s or a third-party sub-adviser's personnel and on the technical resources made available to the personnel researching and implementing the strategies. It should also be noted that not necessarily all of our strategies will be employed at the same time, that there is an overlap of markets, instruments, themes, and other attributes among strategies, that each strategy group employs a number of distinct and different sub-strategies, and that we may modify, supplement, discontinue, or substitute strategies and sub-strategies from time to time without notice. In addition, we may at any time employ active or passive hedges for a number of reasons, including risk management. Hedges can be specific to one or more positions or strategies or to the Funds' portfolios as a whole. We may cause the Funds to invest any excess funds in money market instruments, commercial paper, certificates of deposit, U.S. government obligations, and bankers' acceptances among other instruments or may hold such excess funds in interest-bearing or non-interest bearing bank accounts. We may cause the Funds to reinvest any income earned from such investments in accordance with the relevant Fund's investment program. We may cause the assets of the Funds to be invested, directly or indirectly, on margin or otherwise, in securities, other financial instruments issued by, entered into by or referenced to U.S. or non-U.S. entities and other assets, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative products, including (i) futures contracts (and options thereon) relating to stock indices, currencies, U.S. government securities and securities of non-U.S. governments, other financial instruments and all other commodities, (ii) swaps, options, swaptions, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; repurchase and reverse repurchase agreements; loans; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds, exchange traded funds and similar financial instruments; money market funds; obligations of the United States or any non-U.S. government, or any country, state, governmental agency or political subdivision thereof; commercial paper; certificates of deposit; bankers' acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now or are hereafter created (all such items being called herein "Financial Instruments"); in each case, of any person, whether or not publicly traded or readily marketable. The Investment Adviser or its affiliates employ certain investment teams and/or investment consultants (each, an "Investment Team" and together, the "Investment Teams"), each of which will apply quantitative analysis to datasets and subsequently manage, or advise on the management of, certain of the Master Fund's assets pursuant to various investment strategies. We intend to continually review and refine our existing strategies, and to examine new ideas and opportunities. The descriptions set forth in this Brochure of specific strategies in which we may cause the Funds to engage should not be understood to limit in any way the Funds' investment activities. We may cause the Funds to engage in any investment strategy, including strategies not described in this Brochure, that we consider appropriate in order to pursue the Master Fund’s investment objectives. Third-Party Sub-Advisers. The Investment Adviser has entered into, and may from time to time enter into additional, sub-advisory relationships with third-party sub-advisers. In connection with these relationships, we will delegate investment discretion over the management of a portion of the Master Fund's assets to a third-party sub-adviser, generally through the use of a managed account. Upon any such delegation, such third-party sub-adviser will have discretionary authority over the investment and reinvestment of the Master Fund's assets in the relevant managed account. A third-party sub-adviser may purchase, sell, exchange, convert, short or otherwise trade or deal in any Financial Instruments for such prices and on such terms as such third-party sub-adviser deems appropriate. Risk Management. Risk is managed on a continuous basis and measured using quantitative risk management techniques and models based on academic research, among other tools deemed appropriate by us. We have and will continue to develop processes reasonably designed to systematically identify, assess, and prioritize risks which may relate to, without limitation, (i) trading-related issues, (ii) technological issues, (iii) legal/regulatory issues and (iv) personnel- driven issues including rigorous hiring procedures, retention, succession and motivation policies, training and performance feedback. Risk management will also entail the coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of adverse events or to maximize the realization of opportunities. Risks can come from uncertainty in financial markets, political developments on a global basis, threats from project failures (at any phase in design, development, production, or sustainment life-cycles), legal liabilities, credit risk, accidents, natural disasters as well as deliberate attack from an adversary, or events of uncertain or unpredictable origin. Leverage and Borrowing. We cause the Master Fund to use leverage as part of our investment process and in pursuit of the Master Fund's investment objective. Leverage comes through a variety of sources, including, without limitation, by investing in instruments that may have embedded leverage, the retention of different amounts of cash or cash equivalents in a feeder fund, short sales of securities and other Financial Instruments, the use of derivatives, securities lending and repurchase agreements, and any other instruments we may deem appropriate. We have the ability to cause the Master Fund to borrow, trade on margin, utilize derivatives and otherwise obtain leverage from U.S. or non-U.S. brokers, banks and others on a secured or unsecured basis. The amount of (direct and/or indirect) borrowing may vary depending on market conditions, as determined appropriate in our discretion, and the amount of leverage may vary across the various Investment Teams (as defined in the confidential private placement memorandum of the applicable Feeder Fund) and their strategies. Leverage use will vary over time, and there is no cap or other restriction on the type or amount of leverage we may cause the Master Fund to utilize. The amount of leverage we may cause the Master Fund to utilize may be significant. We also have the authority to cause the Master Fund to borrow for cash management purposes, such as to satisfy redemption requests. Leverage may present opportunities for increasing the total return on investments but may also increase losses. Events that negatively affect the value of investments may be magnified as a result of the use of leverage and may result in a substantial loss to the Funds. In particular, portfolio positions and strategies of the Master Fund may experience significant and rapid losses in times of market disruption or when the predictions of the models are incorrect. In addition, changes in interest rates may have a material adverse effect on the Funds. Trading Vehicles. The Master Fund may carry out its investment program either directly by purchasing securities and other financial instruments or indirectly, for tax, regulatory or other reasons, by investing through one or more trading vehicles organized by the Investment Adviser. Changes in the Investment Program. Subject to applicable law and any express restrictions set forth in the Funds' governing documents, we may change the Funds' investment strategies or policies at any time and without notice. Wrap Fee Programs. We do not currently participate in any Wrap Fee Programs. Assets Under Management. We manage approximately $3,668,176,941 of client assets, all on a discretionary basis. This amount was calculated as of December 31, 2019 and was calculated on a "regulatory AUM" methodology. We do not manage any assets on a non-discretionary basis. please register to get more info

Advisory Fees and Compensation.
The fees applicable to each Fund are set forth in detail in each Fund's offering documents. Fees, expenses and incentive compensation may be assessed at the Feeder Fund level or at the Master Fund level; a brief summary of such fees, expenses and incentive compensation is provided below. We calculate and assess expenses to clients based on a "pass through" approach that reimburses us for many categories of our expenses. Expense Reimbursement; Incentive Allocation; Performance Amount. Expense Reimbursement. Given the "master feeder" structure of the Funds, investors in each respective Feeder Fund will be responsible for their pro rata portion of all expenses allocated exclusively to the Feeder Fund, as well as for their pro rata portion of the Feeder Fund's share of the Master Fund's expenses. The Master Fund will be responsible for all costs and expenses of establishing and maintaining the operations of the Master Fund and the Feeder Funds (other than the taxes and certain other expenses that relate solely to a particular Feeder Fund, which will be borne by such Feeder Fund).

The Feeder Funds (through their investment in the Master Fund) will be responsible for their allocable portion of all or substantially all of (i) the Investment Adviser's (and its affiliates') expenses, including overhead and employee compensation (both of which could be considerable) and (ii) the expenses of each third-party sub- adviser, subject to the terms of and limitations in any relevant agreement with a third-party sub-adviser. This "expense pass through" arrangement with the Investment Adviser, and by extension, its application with respect to third-party sub-advisers, differs from that of many other private fund structures and private fund managers, where the adviser receives a management fee in lieu of a reimbursement for its overhead and similar expenses. In this instance, the Investment Adviser receives only a reimbursement of its expenses.

The compensation and other costs and expenses borne by the Master Fund which may be incurred by any Feeder Fund, the Master Fund, any trading subsidiary or other collective investment or special purpose vehicle, the Investment Adviser or any subsidiary of the Investment Adviser, a general partner of any of the Funds or any of their respective affiliates (each, an "EG Entity" and collectively, the "EG Entities") in respect of the Master Fund or any Feeder Fund or in furtherance of the Master Fund's investment program, and any third-party sub-adviser in respect of the management of the Master Fund’s assets, will include, without limitation, expenses in the following categories. Details regarding the “expense pass through” arrangement are contained in the private placement memoranda for the Feeder Funds.

● investment program expenses, whether or not any investments are consummated;

● investment management services and operational expenses and other compensation;

● other operational expenses of any EG Entity; ● any expenses, fees or compensation incurred by a third-party sub-adviser in connection with management of the Master Fund’s assets (subject to the terms of and limitations in any applicable sub- advisory (or similar) agreement, which in certain circumstances will include limitations on the total amount of expenses). Generally, Fund expenses, other than the Incentive Allocation, the Performance Amount, any Profits Interest Allocation (as defined below) and any expenses that the Fund General Partner determines should be borne by a particular investor or investors (e.g., any tax withheld from the Funds or paid over by the Funds, in each case, directly or indirectly, with respect to or on behalf of an investor or a direct or indirect beneficial owner of the Master Fund, and interest, penalties and/or any additional amounts with respect thereto, including without limitation, (i) a tax that is determined based on the status, action or inaction (including the failure of an investor or a direct or indirect beneficial owner of the Master Fund to provide information to eliminate or reduce withholding or other taxes) of an investor or a direct or indirect beneficial owner of the Master Fund, or (ii) an "imputed underpayment" within the meaning of Section 6225 of the Internal Revenue Code and any other similar tax, attributable to an investor or a direct or indirect beneficial owner of the Master Fund, as determined by the Fund General Partner in its sole discretion ("Investor-Related Taxes")), will be charged to all of the applicable Master Fund's capital accounts on a pro rata basis; provided that if a particular expense is only attributable to a particular tranche or tranches of interests (each a "Tranche" and collectively, the "Tranches"), such expense will be charged to the Master Fund's capital accounts corresponding to such Tranche or Tranches on a pro rata basis provided, further, that any expense that is reasonably likely to cause a legal, contractual or regulatory issue for a particular investor will not be borne by such Investor, but could result in varying expense ratios for other investors. The pro rata portion of such expense that would otherwise be borne by such investor will generally not be borne by the other investors. The Fund General Partner (or its affiliates) may decide, in its sole discretion, to bear more than its pro rata share of certain Master Fund expenses for the benefit of certain investors. Each Master Fund capital account will bear its share of any Performance Amount and/or any Profits Interest Allocation that is accrued during the period that such Master Fund capital account was in existence (i.e., taking into account mid-year subscriptions and mid-year withdrawals or redemptions). To the extent that expenses to be borne by the Master Fund are paid by the Fund General Partner or the Investment Adviser, the Master Fund will reimburse such party for such expenses, unless the Fund General Partner or the Investment Adviser determines otherwise. Such reimbursements will be done on a monthly basis. Pursuant to an investment management agreement, payments owed to the Investment Adviser in respect of expenses will be made by the Master Fund to the Investment Adviser by March 15 following the fiscal year in which such expenses are incurred. The Investment Adviser (or any other EG Entity) may provide investment management or other services to clients other than the Funds (including, without limitation, investment funds, separately managed accounts, proprietary accounts, certain affiliated entities and other investment vehicles. The Investment Adviser will allocate expenses in accordance with the Investment Adviser's expense allocation policy, which is designed to allocate expenses in a fair and equitable manner over time. Allocations may be based on factors and methodologies deemed appropriate by the Investment Adviser, including, among others, actual usage of a specific service or product, relative capital amounts, and relative trading volumes, as described in greater detail in the private placement memoranda for the Funds. Allocations of expenses incurred by a third-party sub-adviser among the Master Fund, on the one hand, and any other investor of such third-party sub-adviser, on the other hand, will be allocated pro rata among the third-party sub-adviser’s other investors and the Master Fund, and governed by the internal policies of such third-party sub-adviser and the applicable sub-advisory (or similar) agreement; provided that the Investment Adviser will ensure that the expenses allocated to the Master Fund will be incurred and allocated in a manner consistent with the best interests of the Master Fund. The Investment Adviser may adjust its expense allocation policy, without notice; provided that the Investment Adviser determines the adjusted policy continues to be reasonably designed to allocate expenses in a fair and equitable manner over time.

Certain expenses that are not specifically related to the Investment Teams or to a third-party sub-adviser may be shared by all of the Funds (including all Tranches (as defined in Item 5, Section B.4, below) of the Feeder Funds and the Master Fund), or may be allocated only to those accounts with respect to which such expenses were incurred, including overhead and employee compensation (both of which could be considerable). All expenses borne by the Funds shall be subject to the expense policy of the Investment Adviser as in effect from time to time. The Master Fund's actual annual operating expenses are disclosed in the Master Fund's year-end audited financial statements, which are provided to each investor in the applicable Feeder Funds. Incentive Allocation. The Master Fund will reallocate from each relevant sub-account to the capital account of the Fund General Partner (the "Incentive Allocation") an amount equal to: i. in respect of the net capital appreciation (expressed as a percentage) attributable to such sub-account that is less than or equal to 7.5%, 10% of such net capital appreciation; ii. in respect of the net capital appreciation (expressed as a percentage) attributable to such sub-account that is greater than 7.5% but less than or equal to 15%, the sum of: a. 80% of the next dollars of net capital appreciation in excess of 7.5% until the Fund General Partner has been allocated 20% of the net capital appreciation attributable to such sub-account pursuant to clause (i) above and this clause (ii)(a); and b. 20% of any remaining net capital appreciation attributable to such sub-account; iii. in respect of the net capital appreciation (expressed as a percentage) attributable to such sub-account that is greater than 15% but less than or equal to 22.5%, the sum of: a. 80% of the next dollars of net capital appreciation in excess of 15% until the Fund General Partner has been allocated 30% of the net capital appreciation attributable to such sub-account pursuant to clauses (i) and (ii) above and this clause (iii)(a); and b. 30% of any remaining net capital appreciation attributable to such sub-account; and iv. in respect of the net capital appreciation (expressed as a percentage) attributable to such sub-account that is greater than 22.5%, the sum of: a. 80% of the next dollars of net capital appreciation in excess of 22.5% until the Fund General Partner has been allocated 40% of the net capital appreciation attributable to such sub- account pursuant to clauses (i), (ii) and (iii) above and this clause (iv)(a); and b. 40% of any remaining net capital appreciation attributable to such sub-account; provided, that the net capital appreciation upon which the calculation of the Incentive Allocation is based will be reduced to the extent of any balance in any loss recovery account for such sub-account; provided further that for purposes of determining the Incentive Allocation and the balance in such sub-account's loss recovery account, investor-related taxes paid or accrued with regard to a partner of the Master Fund or an investor in a Feeder Fund during the applicable calculation period will not be taken into account. Performance Amount and Profits Interest Allocation. The Master Fund will pay the Investment Adviser an amount that will be used by the Investment Adviser to pay the members of each Investment Team (and any investment consultants), including the portfolio manager of the Investment Team, annual performance bonuses, determined by reference to the performance of the portion of the Master Fund's investment portfolio that consists of investments managed by such Investment Team or investment consultant and calculated by the Investment Adviser in its sole discretion, but subject to the terms of any applicable employment or similar agreement (any such performance bonus, a "Performance Amount"). The Performance Amounts will generally be calculated based upon the annual gross trading profits and losses of the strategies managed by such Investment Team after subtracting certain expenses allocable to such strategies and Investment Team. Each Performance Amount will be paid to the Investment Adviser by the Master Fund no later than March 15 of the Fiscal Year following the Fiscal Year in which it was earned by the Investment Adviser. Certain portfolio managers may be allocated profits directly from the Master Fund or a subsidiary thereof (a "Profits Interest Allocation") in lieu of being paid an annual performance bonus by the Investment Adviser. The amount of the Profits Interest Allocation in respect of a portfolio manager will, as with Performance Amounts, be determined formulaically and will generally be calculated based upon the annual gross trading profits and losses of the strategy managed by such Investment Team after subtracting certain expenses. On an annual basis, the Master Fund will reallocate a portion of the net capital appreciation allocated to each Master Fund capital account (including the Master Fund capital accounts of the Fund General Partner and the special limited partner) in respect of a particular Tranche at the Master Fund level to the Master Fund capital account of the portfolio manager entitled to a Profits Interests Allocation in respect of such Tranche. In the event that an investor withdraws or redeems its interest in the applicable Feeder Fund other than at the end of a fiscal year, the withdrawal or redemption proceeds payable to such investor will be reduced by such investor's share of the accrued Incentive Allocation, Performance Amount and/or Profits Interest Allocation as of the applicable withdrawal or redemption date. In the sole discretion of the Investment Adviser, the Incentive Allocation, Performance Amount and/or Profits Interest Allocation may be waived, reduced or calculated differently with respect to certain investors. Additional detail regarding the Incentive Allocation, Performance Amount and Profits Interest Allocation are set forth in the Funds’ private placement memoranda.
Payment of Fees
Fees and compensation paid to the Investment Adviser, any third-party sub-advisers or its affiliates by the Funds are generally deducted from the assets of the Funds. As discussed above, the Incentive Allocation and Performance Amount and Profits Interest Allocation are calculated monthly but paid annually and Expense Reimbursement is generally paid monthly. Additional Fees and Expenses. See Item 5, “Expense Reimbursement”, above, regarding the expense reimbursement arrangement. Prepayment of Fees. All fees and expenses paid to the Investment Adviser will be assessed in arrears. Additional Compensation and Conflicts of Interest. Neither the Investment Adviser nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. please register to get more info

We and our affiliates accept performance-based compensation from all external clients (other than clients that are not assessed performance-based compensation because it is assessed through another entity in a single master-feeder or similar structure). Since all investments are made through a single investment vehicle, we do not face conflicts of interest based on varying performance fees or vehicles. please register to get more info

We provide investment advice to the Funds, as described above. please register to get more info

Methods of Analysis and Investment Strategies and Risk of Loss.
Our objective is to generate attractive absolute and risk-adjusted returns on invested capital over a multi- year period l, consistent with our investment program, as described in more detail in Item 4, Section B.2 of this Brochure. The descriptions set forth in this Brochure of specific advisory services that we offer to clients, as well as investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved.
Material, Significant or Unusual Risks Relating to Investment Strategies.
The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. As the Master Fund may pursue its investment objective by investing in Financial Instruments through managed accounts managed by third-party sub-advisers, unless the context indicates otherwise, the risks discussed in this Section that relate to the Investment Adviser should be understood to relate to the Investment Adviser and also third-party sub-advisers, and the risks discussed in this section that relate to the Master Fund and its investments should be understood to relate to the Master Fund and the managed accounts and their respective investments.

Systems and Operational Risks Generally. The Investment Adviser must develop and implement appropriate systems for the Funds' activities. The Investment Adviser relies heavily and on a daily basis on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain Financial Instruments, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to the oversight of the Funds' activities. In addition, the Investment Adviser relies on information systems to store sensitive information about the Funds, the Investment Adviser, their affiliates and the investors. Certain of the Funds' and the Investment Adviser's activities will be dependent upon systems operated by third parties, including brokers, prime brokers, the administrator, market counterparties and other service providers, and the Investment Adviser may not be in a position to verify the risks or reliability of such third-party systems. Failure in the systems employed by the Investment Adviser, brokers, prime brokers, the administrator, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Investment Adviser's operations may cause the Funds to suffer, among other things, financial loss, the disruption of trading or investment operations, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Funds and the investors' investments in the Funds. Reliance on Technical Trading Systems. The Investment Adviser will allocate the Funds' assets to investment strategies that are based on technical trading systems. Although the Investment Adviser retains all discretion with respect to the manner in which a trading system's output is interpreted and applied, there can be no assurance that the Investment Adviser's trading systems and its interpretation and application of the trading systems' output will take into account all relevant factors. Technical trading systems can also be ineffective when fundamental factors drive Financial Instruments' prices. Testing of New Strategies. To the extent the Investment Adviser uses a new strategy, method, or signal in respect of the Master Fund, the Investment Adviser cannot necessarily predict accurately how such new strategy, method or investment signal will perform and how various market conditions may impact performance, and, as a result, the Master Fund (and the investors) may suffer losses, which could be significant, by pursuing it. Use of Systems. The Investment Adviser relies extensively on the use of computer systems, hardware, software, and telecommunications equipment. The Investment Adviser makes use of its own equipment as well as equipment, systems and services (including so-called "cloud" based storage and other services) provided by third parties. Accordingly, the Funds are exposed to the risk that computer hardware, software, electronic equipment and other services used by the Investment Adviser may cease to be available, for example, due to the insolvency of the provider, the discontinuation of services or software updates, or the interruption of communication access. In such circumstances, the Investment Adviser would seek to obtain equivalent hardware, software and services from an alternative supplier, which could take time to accomplish and which could be costly. System Failure. As the Investment Adviser makes extensive use of computer hardware, systems and software, the Funds are exposed to risks caused by failures of IT infrastructure and data. In addition, outright failure or a partial impairment (whether due to external situations or internal file corruption) of the underlying hardware, operating system, software or network may leave the Funds unable to trade either generally or in certain of their strategies, and this may expose them to risk should the outage coincide with turbulent market conditions. To ameliorate this risk, backup and failover plans have been put in place by the Investment Adviser. It is possible that a systems failure could impede the Investment Adviser's ability to carry out the investment program, and could prevent the Investment Adviser from acting to prevent losses in a crisis; in the worst case, the Investment Adviser may have to liquidate the Funds' entire portfolios as the only safe way to proceed should a crippling system outage occur. Data Feed Failure. The Investment Adviser's models utilize data feeds from a number of sources. If these data feeds were to be corrupted, compromised or discontinued in any manner, or not delivered or accessible in a timely manner, the models may not operate properly. This failure to receive the data feeds or receive the data feeds in a timely manner may leave the Funds unable to trade or may result in trades that are not aligned with an algorithm's goal, and this may expose the Funds to risk of loss or loss of opportunities, in particular if the loss of the data feed coincides with turbulent market conditions. If the data feeds are corrupted or compromised in any material manner or if the data feeds are not delivered or accessible in a timely manner, it may result in a loss to the Funds, which could be material. Risk of Programming Implementation Error or Logical Error. Given the reliance of the Investment Adviser upon the operation of its models and other software trading and analysis systems, it follows that the Funds are therefore at risk of errors of implementation (colloquially known as "bugs") and errors of design that may exist or arise in the software or models, and which may cause inappropriate or aberrant behavior under certain market conditions. While reasonable steps have been taken to ensure that the software is adequate in design and free from bugs, formal proof of bug-free code has not been undertaken, nor can the underlying logical and/or mathematical models be certified as free from error; investors should expect that – at any given time – the Investment Adviser's code will contain errors of design and bugs. As with any software, upgrades, "bug fixes" and various other improvements may be introduced over time and the risk therefore exists that such changes may detrimentally affect the performance of the Funds, rather than improve it. Furthermore, without limitation, even where the software has been tested, no guarantee can be given that a unique combination of input conditions experienced when running the system "live" and that was not encountered during development, will not cause the system to fail, perform aberrantly, or take positions that are (under some reasonable criteria) judged to be inappropriate. Also, it is possible that a “bug” will be addressed with a quickly-assembled solution that is itself not thoroughly tested, which could result in other, unintended issues. These failures can also occur in a complex, interdependent environment where different elements of code are all functioning correctly, but their interaction gives rise to unanticipated or unintended errors. Given the fact that the Investment Adviser will be utilizing proprietary and third-party code (some of which may be open-source and without any warranties), it is possible or likely that errors will arise from such interactions and that such errors and any related losses would not constitute reimbursable trade errors under our policies or the Funds' governing documents. Risks Inherent in Computer-Driven and Intellectual Property Based Systems. The Investment Adviser relies to a material extent on a wide range of intellectual property systems, including computer hardware and software systems and telecommunications systems, in substantially all phases of its operations, including research, valuation, trade identification and construction, trade execution, clearing, risk management, back office functions and reporting. As described above, intellectual property systems are subject to a number of inherent and unpredictable risks. For example, there may be material undiscovered errors in software programs; software and/or hardware may malfunction and/or degrade; electronic and telecommunications delivery may fail; security breaches may lead to unauthorized trades or stolen intellectual property; services provided by third-party vendors to support the intellectual property systems may be interrupted; and computer-driven trading errors may occur. It is likely that such errors and any related losses would not constitute reimbursable trade errors under our policies or the Funds' governing documents. Security, Information and Cybersecurity Risks. As part of its business, the Investment Adviser processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the investors. Similarly, service providers of the Investment Adviser or the Funds, especially the administrator, may process, store and transmit such information. The Investment Adviser has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Investment Adviser may be susceptible to compromise, leading to a breach of the Investment Adviser's network. The Investment Adviser's systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by the Investment Adviser to the investors may also be susceptible to compromise. Breach of the Investment Adviser's information systems may cause information relating to the transactions of the Funds and personally identifiable information of the investors to be lost or improperly accessed, used or disclosed. The Funds' service providers are subject to the same electronic information security threats as the Investment Adviser. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks or another failure in its operational safeguards, information relating to the transactions of the Funds and personally identifiable information of investors may be lost or improperly accessed, used or disclosed. Recent events in the market illustrate that this is not a theoretical concern, but is a risk that all service providers face. The loss or improper access, use or disclosure of the Investment Adviser's or the Funds' proprietary information may cause the Investment Adviser or the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Funds, the investors' investments in the Funds or the investors themselves. Counterparty Risk and Other Adverse Events or Actions. The Investment Adviser expects to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Funds to trade in any variety of markets or asset classes over time. However, there can be no assurance that the Funds will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit the Funds' activities, create losses, preclude the Funds from engaging in certain transactions or prevent the Funds from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on the Funds' business due to the Funds' reliance on such counterparties. Some of the markets in which the Funds may effect transactions are not "exchange-based", including "over-the-counter" or "interdealer" markets. The stability and liquidity of over-the-counter transactions depend in large part on the creditworthiness of the parties to the transactions. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of "exchange-based" markets are subject. The lack of evaluation and oversight of over-the-counter markets exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Funds have concentrated their transactions with a single or small group of counterparties. Generally, the Funds will not be restricted from dealing with any particular counterparties. The Investment Adviser's evaluation of the creditworthiness of counterparties may not prove sufficient. The lack of a complete and "foolproof" evaluation of the financial capabilities of the Funds' counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Funds. If there is a default by a counterparty, under most normal circumstances the Funds, or the Investment Adviser, acting on behalf of the Funds, will have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of the Funds being less than if the Investment Adviser had not caused the Funds to enter into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of the Funds' Financial Instruments from such counterparty or the payment of claims therefor may be significantly delayed and the Investment Adviser may recover substantially less on behalf of the Funds than the full value of the Financial Instruments entrusted to such counterparty. In addition, there are a number of proposed rules that, if they were to go into effect, may impact the laws that apply to insolvency proceedings and may impact whether a Fund may terminate its agreement with an insolvent counterparty. Collateral that a Fund posts to its counterparties that is not segregated with a third-party custodian may not have the benefit of customer-protected "segregation" of such funds. In the event that a counterparty were to become insolvent, a Fund may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. In addition, the Investment Adviser may cause the Funds to use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to the Funds' assets are subject to substantial limitations and uncertainties. For example, capital deposited at certain non-U.S. broker-dealers may not be subject to client money protection rules, which could subject the Funds to the risks of being an unsecured creditor in the event of a broker-dealer insolvency. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on the Funds and their assets. Investors should assume that the insolvency of any such counterparty would result in significant delays in recovering the Funds' Financial Instruments and collateral from or the payment of claims therefor by such counterparty and a loss to the Funds, which could be material. In addition to the risk of a counterparty default, there is also the risk that the Funds' counterparties may be required to restrict the amount of credit granted to the Funds due to their own financial difficulties, which could result in a forced liquidation of substantial portions of the Funds' accounts. Regulation in the Derivatives Industry. There are many rules related to derivatives that may negatively impact the Funds, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared "over-the-counter" or "OTC" instruments and mandatory trading on electronic facilities, and other transaction level obligations. Parties that act as dealers in swaps are also subject to extensive business conduct standards, additional "know your counterparty" obligations, documentation standards and capital requirements. All of these requirements add costs to the legal, operational and compliance obligations of the Investment Adviser and the Funds, and increase the amount of time that the Investment Adviser spends on non-investment-related activities. Requirements such as these also raise the costs of entering into derivative transactions, and these increased costs will likely be passed on to the Funds. These rules are operational and technological burdens on the Investment Adviser and the Funds. These compliance obligations require certain training of employees and use of new technology, and there are operational risks borne by the Investment Adviser and the Funds in implementing procedures to comply with many of these additional obligations. The new regulations may also result in the Investment Adviser forgoing the use of certain broker-dealers, futures commission merchants or counterparties as the use of other parties may be more efficient for the Funds from a regulatory perspective. However, this could limit the Funds' trading activities, create losses, preclude the Investment Adviser from engaging in certain transactions or prevent the Investment Adviser from trading on behalf of the Funds at optimal rates and terms. Competition; Availability of Investments. Certain markets in which the Investment Adviser may cause the Funds to invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Investment Adviser will be able to identify or successfully pursue attractive investment opportunities in such environments. Specifically, there are a large number of investment managers that utilize quantitative models in their trading strategies, which may lead to attempts by other participants in the market to duplicate the Investment Adviser's models or trading strategies. To the extent that such persons are utilizing models that are similar to those utilized by the Investment Adviser or such participants take the same action with respect to a particular position as the Funds, the Funds may be competing for investment or arbitrage opportunities with such participants and/or the ability of a Fund to purchase or dispose of its investments at attractive prices may be adversely affected. Volatility Risk. The Investment Adviser's investment program may involve the purchase and sale of relatively volatile Financial Instruments and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such Financial Instruments and/or markets can adversely affect the value of investments held by the Funds. To the extent that the Investment Adviser causes a Fund's portfolio to hold derivative instruments that are specifically designed to profit from change in market volatility, the risk of loss to such Fund's portfolio is magnified. Credit Ratings. In general, the credit rating assigned by a nationally recognized rating agency to a Financial Instrument represents such rating agency's opinion of the safety of the principal and interest payments of the rated instrument based on available information. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such Financial Instruments. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency's analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer's current credit standing. The Funds may incur losses if the Investment Adviser makes investments based on credit ratings that subsequently change in a way not favorable to the Funds' investment objectives. Significant Positions in Financial Instruments; Regulatory Requirements. In the event the Investment Adviser causes the Funds to acquire a significant stake in certain issuers of Financial Instruments and such stake exceeds certain percentage or value limits, the Funds may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Funds and the Investment Adviser. Any such requirements may impose additional costs on the Funds and may delay the acquisition or disposition of the Financial Instruments or the Investment Adviser's ability to respond in a timely manner to changes in the markets with respect to such Financial Instruments. In addition, "position limits" may be imposed by various regulators that may limit the Investment Adviser's ability to effect desired trades on behalf of the Funds. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular issuer's securities. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that the Funds' position limits were aggregated with an affiliate's position limits, the effect on the Funds and resulting restriction on the Investment Adviser's investment activities may be significant. If at any time positions managed by the Investment Adviser were to exceed applicable position limits, the Investment Adviser would be required to liquidate positions, which might include positions of the Funds, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Investment Adviser might have to forego or modify certain of the Funds' contemplated trades. In addition, if the Investment Adviser, acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Funds may be subject to certain additional reporting requirements and may be required to disgorge certain short- swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances, the Investment Adviser will be prohibited from causing the Funds to enter into a short position in such issuer's securities, and therefore limited in its ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. Exposure to Material Non-Public Information. From time to time, the Investment Adviser may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Investment Adviser may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position held by the Funds in such issuer, (ii) causing the Funds to establish an initial position or take any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. Such results could lead to losses to the Funds. Currency Exchange Exposure. The Investment Adviser may cause the Funds to invest in Financial Instruments denominated in currencies other than the U.S. dollar. The Investment Adviser, however, values the Funds' Financial Instruments in U.S. dollars. The Investment Adviser may or may not seek to hedge the Funds' non-U.S. currency exposure by entering into currency hedging transactions. There can be no guarantee that Financial Instruments suitable for hedging currency or market shifts will be available at the time when the Investment Adviser wishes to cause the Funds to use them, or that hedging techniques employed by the Investment Adviser will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of the Funds' positions denominated in currencies other than U.S. Dollars will fluctuate with U.S. Dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Quantitative Model Risk and Risk Management Dangers. There can be no assurance that the models used by the Investment Adviser will continue to be viable. The use of a model that is not viable or not completely viable could, at any time, have a material adverse effect on the performance of the Funds. There can be no assurance that the Funds will achieve their investment objectives or that the models (even if completely or partially viable) will continue to further or ultimately be capable of furthering the Funds' investment objectives. In addition, to the extent that the Investment Adviser's systems develop to the point that they execute trades autonomously, undesired results may only be detected after the fact, perhaps after a significant number of transactions have occurred. Investment and risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be subject to misinterpretation. In the complex environment in which the Investment Adviser operates, effective risk management depends upon many factors, not all of which may be properly identified, and effective assessment, analysis, process creation, control or treatment of risks could be difficult to implement. At times the Investment Adviser may manually override or shut down the operations of a quantitative model. This would generally be done in an effort to mitigate the damage from a deteriorating or malfunctioning model or a model that is reacting negatively to unforeseen market conditions. Such an override or intervention could result in greater losses than would be the case if there had been no intervention and/or could result in the model being overridden or inactive at a time when the model would have achieved gains for the portfolio. Proprietary Trading Methods. Because the trading methods employed by the Investment Adviser on behalf of the Funds are proprietary to the Investment Adviser, an investor will not be able to determine any details of such methods or whether they are being followed. Obsolescence Risk. The Investment Adviser’s systematic trading strategies are unlikely to be successful unless the assumptions underlying the Investment Adviser's models used to implement those strategies are realistic and either remain realistic and relevant in the future or are adjusted to account for changes in the overall market environment. If such assumptions are inaccurate or become inaccurate and are not promptly adjusted, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and the Investment Adviser does not successfully address such omission through its testing and evaluation and modify the models accordingly, major losses may result. Models employed by the Investment Adviser in connection with its systematic trading strategies cannot fully match the complexity of the financial markets; accordingly, unanticipated changes in underlying market conditions can significantly impact such strategies' performance. As market dynamics shift over time, a previously highly successful strategy may become outdated. Even without becoming completely outdated, a given strategy's effectiveness may decay in an unpredictable fashion as other market participants adopt similar strategies or market dynamics shift. The Investment Adviser will continue to test, evaluate and add new models, as a result of which the existing models may be modified from time to time. There can be no assurance as to the effects (positive or negative) of any modification on the Funds’ performance. Crowding/Convergence. Advisers other than the Investment Adviser may utilize similar analyses or models in making trading decisions, in which event bunching of buy and sell orders may occur, making it more difficult for a particular position to be taken or liquidated. There is significant competition among quantitatively-focused investment managers. To the extent that the Investment Adviser’s models come to resemble those employed by other managers, the risk that a market disruption that negatively affects predictive models will adversely affect the Funds is increased, as such a disruption could accelerate reductions in liquidity or rapid repricing due to simultaneous, trading across a number of funds in the marketplace. In addition, certain strategies which have performed well in the past may not continue to perform well in the future, and as similar strategies develop and grow, the margins of profitability of such strategies may narrow. Risk of Programming and Modeling Errors. The Investment Adviser’s research and modeling process is extremely complex and involves financial, economic, econometric and statistical theories, research and modeling; the results of that process must then be translated into computer code. Although the Investment Adviser seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform "real world" testing of the end product raise the chances that the finished model may contain an error or errors, or may not lead to the intended outcome. For the sake of clarity and without limitation, though losses arising from programming and modeling errors could adversely affect the Funds' performance, such losses would likely not constitute reimbursable trade errors under the Investment Adviser's policies or the Funds' governing documents. Involuntary Disclosure Risk. The ability of the Investment Adviser to achieve its investment goals for the Funds is dependent in large part on its ability to develop and protect its models and proprietary research. The models and proprietary research are largely protected by the Investment Adviser through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer the Investment Adviser's models, and thereby impair the relative or absolute performance of the Funds. Technical Trading Strategies. The buy and sell signals generated by certain strategies of the Funds are not based on any analysis of fundamental supply and demand factors, general economic factors or anticipated world events but generally upon factors such as studies of actual daily, weekly and monthly price fluctuations, volume variations, changes in open interest and correlations and variance measures. The profitability of any technical trading strategy depends upon the future occurrence of major price moves or trends in the instruments traded. In the past there have been periods without discernible trends and presumably similar periods will occur in the future. The best trading strategy will not be profitable if there are no trends of the kind it seeks to follow. In addition, a technical trading strategy may be profitable for a period of time, after which the strategy fails to detect correctly any future price movements. Accordingly, technical traders often modify or replace their strategy on a periodic basis. Any factor that may lessen the prospect of major trends in the future (for example, as increased governmental control of, or participation in, the markets) may reduce the prospect that the strategy will be profitable. Any factor that would make it more difficult to execute trades at the strategy's signal prices, such as a significant lessening of liquidity in a particular market, also would be detrimental to profitability. Spread Trading. A part of the Investment Adviser's strategy may involve spread positions between two or more Financial Instrument positions. To the extent the price relationships between such positions remain constant, no gain or loss on the positions will occur. Such positions, however, do entail a substantial risk that the price differential could change unfavorably, thus causing a loss to the spread position. The Investment Adviser's strategy also may involve arbitraging among two or more Financial Instruments. This means, for example, that the Investment Adviser may cause the Funds to purchase (or sell) Financial Instruments (on a current basis) and take offsetting positions in the same or related Financial Instruments. To the extent the price relationships between such positions remain constant, no gain or loss on the positions will occur. These offsetting positions entail substantial risk that the price differential could change unfavorably causing a loss to the position. Moreover, the arbitrage business is extremely competitive, and many of the major participants in the business are large investment banking firms with substantially greater financial resources, larger research staffs and more investment professionals than will be available to the Investment Adviser. Arbitrage activity by other larger firms may tend to narrow the spread between the price at which the Investment Adviser may cause the Funds to purchase a Financial Instrument and the price the Investment Adviser expects that the Funds will receive upon consummation of a transaction. Model and Data Risk. The Investment Adviser will rely heavily on quantitative and systematic models (both proprietary models developed by the Investment Adviser, and those supplied by third parties) and information and data supplied by third parties ("Models and Data"). Models and Data can be used to construct sets of transactions and investments, to value investments or potential investments (whether for trading purposes, or for the purpose of determining the net asset value of the Funds), to provide risk management insights, and to assist in hedging the Funds' exposure. When Models and Data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose the Funds to potential risks. For example, by relying on Models and Data, the Investment Adviser may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. All models rely on correct market data inputs that are assumed to be correct. Because the Investment Adviser's models are usually constructed based on, or employ, historical or current market data supplied by third parties, the success of relying on Models and Data may depend heavily on the accuracy and reliability of the supplied data, which can contain errors. For the sake of clarity and without limitation, though Model and Data risks could adversely affect the Funds' performance, losses that arise as a result of the use of Models and Data likely would not constitute reimbursable trade errors under the Investment Adviser's policies or the Funds' governing documents. Alternative Data. The Investment Adviser may obtain and use alternative data in its investment process. Alternative data may consist of datasets that have been culled from a variety of sources and are comprised of information relating to, for example, internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases (this data is sometimes referred to as "big data" or "alternative data"). The Investment Adviser may apply this alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne – in whole or in part – by the Master Fund. No assurance can be given that the Investment Adviser will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for the Investment Adviser and the Master Fund in numerous jurisdictions. The Investment Adviser cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to the Investment Adviser or to the Master Fund. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Master Fund. Co-Location. The Investment Adviser has arranged with certain brokers to obtain "co-location" access and similar data center resources in numerous market centers. This access and these resources can provide the Investment Adviser with a competitive advantage over other market participants in higher-frequency trading strategies, as trading instructions will be executed faster due to the shorter lengths of fiber-optic cable traversed by each instruction, and may also receive favorable routing to the market centers. By accepting such access and services from brokers, the Investment Adviser may be able to obtain preferential access that would not otherwise be available to a non- exchange member, or that would not be available at favorable prices. As a result of these arrangements, the Investment Adviser may be subject to higher regulatory standards and heightened exchange supervision. Self-Trades and Other Exchange Violations. Systematic and algorithmic trading strategies are more prone than other types of investing to cause "wash trade", cross trade and self-trade orders to be generated. These orders, if filled, can constitute violations of exchange rules and expose the Funds to penalties and disgorgement orders. While the Investment Adviser will seek to limit these kinds of transactions, there is no guarantee that they all will be eliminated. Risks Resulting from Marketplace Reforms and Changes. The SEC has imposed a rule that prohibits the practice of "naked" or "unfiltered" direct market access. Such a prohibition bars brokers from granting high-frequency traders with unfiltered access to the financial markets. The long-term impact of such a prohibition is unknown, but such a rule may potentially limit the implementation of the Funds' investment strategy. The SEC is also considering the imposition of additional market maker obligations on anyone engaged in high-frequency trading. While the U.S. government's definition of high- frequency trading may be designed primarily to capture ultra-high-frequency trading, it is likely that a number of these proposals may affect the trading activities of the Investment Adviser. The SEC has considered the imposition of additional mechanisms to eliminate "quote stuffing", whereby large numbers of stock orders are placed and canceled almost immediately, such as by setting minimum amounts of time for which stock quotes must remain active. In the event that any such rule is implemented, the Investment Adviser's ability to effect its trading strategies may be impacted, and may in turn have a negative effect on the Funds' investments. Lastly, when triggered, exchange "limit up/limit down" rules restrict all trading, including programmatic trading, in the event that the price of a security moves up or down by more than a predetermined number of points on any trading day. The limit up/limit down rules may impair the Investment Adviser's ability to effect its trading strategies and have a negative effect on the Funds' investments. Similar restrictions on high-frequency trading are being considered by the CFTC and global securities regulators. Regulation SHO. The Funds will engage in activities that are governed by Regulation SHO. As such, the Funds will be required to follow various regulatory requirements, including, but not limited to, locating securities, closing out positions in threshold securities and properly marking its orders. The Funds may experience delays in attempting to sell securities subject to the Regulation SHO price test and, as a result of that delay, may suffer losses. In addition, the Funds could incur significant expenses or suffer losses if they were to become the subject of a regulatory audit relating to compliance with Regulation SHO. Finally, regulatory changes to Regulation SHO could have a detrimental effect on the Funds’ trading activities. Rule 105 of Regulation M. The Master Fund may invest in "new issues," which may subject the Master Fund to Rule 105 of Regulation M promulgated under the Exchange Act ("Rule 105"). Absent an exemption and subject to certain limited exceptions, Rule 105 prohibits the Master Fund from purchasing securities in any firm commitment, underwritten follow-on or secondary offering of equity (or equity-linked) securities for cash when an account of the Master Fund has effected short sales in such securities within a "restricted period" prior to the pricing of the offering. If the Master Fund cannot meet an exemption to Rule 105, this will result in restrictions in the Master Fund's trading activity, and may adversely impact the results of the Master Fund. The various risks inherent in trading strategies that incorporate short selling are magnified in a systematic or quantitative strategy, as a calculation or coding error can have a large impact on trading and can result in a high number of mismarked trades. Mismatched trades result in regulatory exposure for the Investment Adviser and the Funds, and can strain relationships with the brokers that service the Funds. Increased Regulatory Focus on Quantitative Managers. Recently, regulators in the United States, the EU and other countries have shown particular interest in managers engaging in systematic, quantitative and so-called "high-frequency" trading, which could increase the risk of administrative burdens being placed on the Investment Adviser. Such administrative burdens may divert the Investment Adviser's time, attention and resources from portfolio management activities to responding to inquiries, examinations and enforcement actions (or threats thereof). Regulatory inquiries often are confidential in nature, may involve a review of an individual's or a firm's activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. In the EU, MiFID II has imposed burdens on certain systematic managers, including, without limitation, specific requirements relating to the governance, systems, risk controls, and procedures of investment firms that engage in algorithmic trading. Other countries, including Japan, have imposed specific regulatory requirements for managers engaged in high frequency trading. While the impact of such regulatory focus on the Investment Adviser and algorithmic trading firms is not yet entirely clear, it is possible that new regulations will require the Investment Adviser to implement additional technology and other controls, and that compliance with these new rules will consume limited internal resources, and thereby impede the Investment Adviser's ability to pursue other initiatives. Correlation Risk. The Funds may be exposed to correlated risks. These occur when funds and other investors hold similar positions and employ similar strategies, resulting in intensified risks which may lead to potential cascading losses in times of market stress. In extreme cases, to the extent other market participants using a similar strategy seek to divest one or more positions comprising of a particular strategy, "correlation crises" could occur. Quantitative traders can be particularly susceptible to this type of correlation risk as a result of convergence in their automated trading algorithms and positions held. The high leverage and hedging techniques that many arbitrage-driven quantitative hedge fund managers use can further magnify the effects of correlation risk. No assurance can be given that the Investment Adviser’s strategies will be successful under all or any market conditions. The Investment Adviser’s systematic trading strategies are proprietary, so investors will not be able to determine the details of such strategies or how they are being implemented. Investors will similarly have no visibility into the trading strategies utilized by third-party sub-advisers. Trading Judgment and Capital Allocation. The success of the Funds is subject to the judgment and skills of the Investment Adviser's research and trading personnel. Additionally, the Investment Adviser's trading abilities with regard to execution and discipline are important to the returns of the Funds. There can be no assurance that the Investment Adviser's investment decisions or actions will be correct. Incorrect decisions or poor judgment may result in substantial losses. In addition, certain contractual obligations to third-party sub-advisers or portfolio managers may have an impact on the asset allocation decisions of the Investment Adviser. The Investment Adviser could allocate capital among strategies in sub-optimal ways, resulting in weaker performance in certain instances. Risk of Loss. No guarantee or representation is made that the Funds' investment programs, including, without limitation, the Funds' investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past performance is no guarantee of future results. General Economic and Market Conditions. The success of the Funds' activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds' investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the Funds' investments. Volatility or illiquidity could impair the Funds' profitability or result in losses. The Funds may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Governmental Interventions. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an "emergency" basis, suddenly and substantially eliminating market participants' ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the Funds' strategies. Potential Interest Rate Increases. The U.S. has experienced a decade-long period of historically low interest rate levels. Any future interest rate increases may result in periods of volatility and cause the value of the fixed income securities held by the Funds to decrease, which may result in substantial redemptions from the Funds that, in turn, force the Funds to liquidate such securities at disadvantageous prices negatively impacting the performance of the Funds. Brexit. The United Kingdom formally withdrew from the European Union on January 31, 2020. The following transition period could cause an extended period of uncertainty and market volatility, not just in the United Kingdom but throughout the European Union, the European Economic Area and globally. It is not possible to ascertain the precise impact these events may have on the Funds or the Investment Adviser from an economic, financial or regulatory perspective but any such impact could have material consequences for the Funds. Discontinuation of LIBOR. It is expected that the London Interbank Offered Rate ("LIBOR"), which is commonly used as a reference rate within various financial contracts (any such rate, a "Reference Rate"), will not be published after the year 2021. In anticipation of the end of LIBOR, the United States and other countries are currently working to replace LIBOR with alternative Reference Rates. As a general matter, the expected discontinuation of LIBOR may significantly impact financial markets; specifically, discontinuation may impact financial contracts to which the Master Fund is a party. Generally, the transition to alternative Reference Rates may (i) cause the value of a Reference Rate to be uncertain or to be lower or more volatile than it would otherwise be; (ii) result in uncertainty as to the functioning, liquidity or value of certain financial contracts; (iii) involve actions of regulators or rate administrators that adversely affect certain markets or specific financial contracts; and (iv) impact the strategy, products, processes, legal positions and information systems of market participants, including the Master Fund and its counterparties. With respect to financial contracts to which the Master Fund is a party, including corporate and municipal bonds and loans, consumer loans, bank loans and interest rate swaps and other derivatives, any such contract that has a maturity that extends beyond 2021 and uses LIBOR as a Reference Rate (other than contracts that include curative fallback language or other curative mechanisms) may need to be renegotiated, the process of which will consume resources of the Master Fund and may result in disputes among counterparties, the result of which may be adverse to the Master Fund. Considered in their entirety, the impacts of the discontinuation of LIBOR on financial markets generally and on the specific financial contracts to which the Master Fund is a party may adversely affect the performance of the Master Fund. Assumption of Catastrophe Risks. The Master Fund may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters, terrorism, and public health crises, including the occurrence of a contagious disease. To the extent that any such event occurs and has a material effect on global financial markets or specific markets in which the Master Fund participates (or has a material effect on locations in which the Investment Manager operates) the risks of loss can be substantial and could have a material adverse effect on the Fund, the Master Fund and the investors' investments therein. Coronavirus Risks. In December 2019, a novel strain of coronavirus (known as COVID-19) surfaced in Wuhan, China, which has resulted in the temporary closure of many corporate offices, retail stores, and manufacturing facilities across China and South Korea, among other affected countries. These closures have caused the disruption of manufacturing supply chains and local and global economies, the duration of which remains uncertain. As of March 2020, COVID-19 has spread across the world, which may result in additional market disruptions. The extent to which COVID-19 may negatively affect the operations of the Investment Manager and the performance of the Fund and the Master Fund is difficult to predict. Any potential impact on such operations and performance will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact. These potential impacts, while uncertain, could adversely affect the performance of the Fund and the Master Fund. Global Macro. The Investment Adviser may employ investment strategies based on global macroeconomic themes. The success of these strategies depends upon the Investment Adviser's ability to identify and exploit perceived fundamental, economic, financial and political imbalances that may exist in and between markets throughout the world. Identification and exploitation of such imbalances involves significant uncertainties. There can be no assurance that the Investment Adviser will be able to locate investment opportunities or to exploit such imbalances. In the event that the theses underlying the positions that the Investment Adviser has caused the Funds to hold fail to be borne out in developments expected by the Investment Adviser, the Funds may incur losses which could be substantial. Long/Short. The Investment Adviser may employ various long/short investment strategies. The success of these strategies depends upon the Investment Adviser's ability to identify and purchase Financial Instruments that are undervalued and identify and sell short Financial Instruments that are overvalued. The identification of investment opportunities in the implementation of the Investment Adviser's long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the positions that the Investment Adviser causes the Funds to acquire were to fail to converge toward or were to diverge further from values expected by the Investment Adviser, the Funds may incur a loss. In the event of market disruptions, significant losses may be incurred which may force the Investment Adviser to close out one or more of the Funds' positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Investment Adviser's long/short strategies may become outdated and inaccurate as market conditions change. Short-Selling. The Investment Adviser may cause the Funds to engage in short-selling investment programs. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Financial Instrument could theoretically increase without limit, thus increasing the cost to the Funds of buying those Financial Instruments to cover the short position. There can be no assurance that the Investment Adviser will be able to maintain the Funds' ability to borrow Financial Instruments sold short. In such cases, the Funds can be "bought in" (i.e., forced to repurchase Financial Instruments in the open market to return to the lender). There also can be no assurance that the Financial Instruments necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing Financial Instruments to close out a short position can itself cause the price of the Financial Instruments to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Funds may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the Investment Adviser, acting on behalf of the Funds, secures a "good borrow" of the Financial Instrument sold short at the time of execution, the lending institution may recall the lent Financial Instrument at any time, thereby forcing the Investment Adviser to cause the Funds to purchase the Financial Instrument at the then-prevailing market price which may be higher than the price at which such Financial Instrument was originally sold short by the Funds. Investments in "New Issues". The Funds may invest in "new issues," otherwise known as "initial public offerings." Such investments offer the opportunity for significant appreciation; however, they are speculative and involve a high degree of risk. Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including, without limitation, the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such securities and, thus, for the value of the Fund's shares. Relative Value. Relative value investment strategies generally use spread trades consisting of a long position in one Financial Instrument offset by a short position in another. Such offsetting positions are meant to neutralize or reduce risk. The portfolio profits of the Investment Adviser's relative valuation leads to a rise in the value of the long position(s) and/or a decline in the value of the short position(s). The Investment Adviser may employ a variety of relative value investment strategies on behalf of the Funds whose success depends upon the Investment Adviser's ability to identify and exploit perceived inefficiencies in the pricing of Financial Instruments, financial products, or markets. Identification and exploitation of such inefficiencies involve uncertainty. There can be no assurance that the Investment Adviser will be able to locate investment opportunities or to exploit pricing inefficiencies in the securities markets. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for the Investment Adviser to maintain a position. Even pure arbitrage positions can result in significant losses if the Investment Adviser is not able to maintain both sides of the position until expiration/maturity. A reduction in the pricing inefficiency of the markets in which the Investment Adviser seeks to invest will reduce the scope for the Investment Adviser's investment strategies. In the event that the perceived mispricings underlying the Funds' positions were to fail to converge toward, or were to diverge further from, relationships expected by the Investment Adviser, the Funds may incur losses. Even if the Investment Adviser's relative value investment strategies are successful, they may result in high portfolio turnover and, consequently, high transaction costs. Short-Term Market Considerations. please register to get more info